UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period ended December 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ________ to ________
Commission File Number 1-1822
LACLEDE GAS COMPANY
(Exact name of registrant as specified in its charter)
Missouri 43-0368139
(State of Incorporation) (I.R.S. Employer
Identification Number)
720 Olive Street, St. Louis, Missouri 63101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-342-0500
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes (X) No ( )
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
17,557,540 shares, Common Stock, par value $1 per share at 2/11/97.
Page 1<PAGE>
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LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
PART I
FINANCIAL INFORMATION
The interim financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. These financial statements should be
read in conjunction with the financial statements and the notes thereto
included in the Company's Form 10-K for the year ended September 30, 1996.
Page 2<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
(In Thousands, Except Per Share Amounts)
<CAPTION>
Three Months Ended
December 31,
1996 1995
---- ----
<S> <C> <C>
Utility Operating Revenues $193,865 $154,981
--------------------
Utility Operating Expenses:
Natural and propane gas 120,248 88,677
Other operation expenses 21,289 18,339
Maintenance 4,507 4,421
Depreciation and amortization 6,469 6,072
Taxes, other than income taxes 11,416 9,470
Income taxes (Note 3) 9,393 8,313
--------------------
Total Utility Operating Expenses 173,322 135,292
--------------------
Utility Operating Income 20,543 19,689
Miscellaneous Income and Income Deductions - Net
(less applicable income taxes) (Note 3) 531 827
--------------------
Income Before Interest Charges 21,074 20,516
--------------------
Interest Charges:
Interest on long-term debt 3,542 3,312
Other interest charges 1,426 1,466
--------------------
Total Interest Charges 4,968 4,778
--------------------
Net Income 16,106 15,738
Dividends on Preferred Stock 24 24
--------------------
Earnings Applicable to Common Stock $ 16,082 $ 15,714
====================
Average Number of Common Shares Outstanding 17,558 17,466
Earnings Per Share of Common Stock $ .92 $ .90
Dividends Declared Per Share of Common Stock $.325 $.315
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 3<PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
<CAPTION>
Dec. 31 Sept. 30
1996 1996
---- ----
(Thousands of Dollars)
(UNAUDITED)
ASSETS
<S> <C> <C>
Utility Plant $787,904 $780,001
Less: Accumulated depreciation and amortization 332,322 327,836
--------------------
Net Utility Plant 455,582 452,165
--------------------
Other Property and Investments 25,074 24,265
--------------------
Current Assets:
Cash and cash equivalents 7,556 4,360
Accounts receivable - net 121,370 45,578
Materials, supplies, and merchandise at avg cost 5,464 5,634
Natural gas stored underground for current use
at LIFO cost 53,481 58,769
Propane gas for current use at FIFO cost 13,209 12,655
Prepayments 3,263 1,910
Deferred income taxes 11,804 4,477
--------------------
Total Current Assets 216,147 133,383
--------------------
Deferred Charges 64,503 79,582
--------------------
Total Assets $761,306 $689,395
====================
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 4 <PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET (Continued)
<CAPTION>
Dec. 31 Sept. 30
1996 1996
---- ----
(Thousands of Dollars)
(UNAUDITED)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock (19,423,178 shares issued) $ 19,423 $ 19,423
Paid-in capital 61,205 61,205
Retained earnings 194,607 184,232
Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017)
--------------------
Total common stock equity 251,218 240,843
Redeemable preferred stock 1,960 1,960
Long-term debt (less sinking fund requirements) 179,363 179,346
--------------------
Total Capitalization 432,541 422,149
--------------------
Current Liabilities:
Notes payable 92,000 59,600
Accounts payable 66,566 20,637
Refunds due customers 1,000 1,248
Advance customer billings 33 6,231
Taxes accrued 12,856 10,212
Unamortized purchased gas adjustments 21,234 26,744
Other 19,603 21,776
--------------------
Total Current Liabilities 213,292 146,448
--------------------
Deferred Credits and Other Liabilities:
Deferred income taxes 69,081 78,149
Unamortized investment tax credits 7,581 7,669
Other 38,811 34,980
--------------------
Total Deferred Credits and Other Liabilities 115,473 120,798
--------------------
Total Capitalization and Liabilities $761,306 $689,395
====================
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 5 <PAGE>
<PAGE>
<TABLE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
<CAPTION>
Three Months Ended
December 31,
1996 1995
---- ----
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net Income $ 16,106 $ 15,738
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,480 6,082
Deferred income taxes and investment tax credits 1,910 (2,204)
Other - net 148 (10)
Changes in assets and liabilities:
Accounts receivable - net (75,792) (62,202)
Unamortized purchased gas adjustments (5,510) 3,091
Deferred purchased gas costs 3,252 7,637
Advance customer billings - net (6,198) (7,796)
Accounts payable 45,929 16,586
Refunds due customers (248) (3,362)
Taxes accrued 2,644 7,369
Natural gas stored underground 5,288 3,750
Other assets and liabilities (6,938) (6,528)
--------------------
Net cash used in operating activities $(12,929) $(21,849)
--------------------
Investing Activities:
Construction expenditures (9,830) (9,834)
Investments - non-utility (727) 251
Employee benefit trusts (197) 68
Other 34 (55)
--------------------
Net cash used in investing activities $(10,720) $ (9,570)
--------------------
Financing Activities:
Issuance of short-term debt - net 32,400 12,500
Dividends paid (5,555) (5,424)
Issuance of first mortgage bonds - 25,000
Other - 791
---------------------
Net cash provided by financing activities $ 26,845 $ 32,867
---------------------
Net Increase in Cash and Cash Equivalents $ 3,196 $ 1,448
Cash and Cash Equivalents at Beg of Period 4,360 1,555
--------------------
Cash and Cash Equivalents at End of Year $ 7,556 $ 3,003
====================
Supplemental Disclosure of Cash Paid/(Refunded)
During the Period for:
Interest $8,222 $7,478
Income taxes - (2,452)
<FN>
See notes to consolidated financial statements.
</TABLE>
Page 6<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, this interim report includes all
adjustments (consisting only of normal recurring accruals) necessary
for the fair presentation of the results of the periods covered.
2. The registrant is a natural gas distribution utility having a material
seasonal cycle; therefore, this interim statement of consolidated
income is not necessarily indicative of annual results nor
representative of succeeding quarters of the fiscal year.
3. Net provisions for income taxes were charged (credited) as follows
during the periods set forth below:
<TABLE>
<CAPTION>
Three Months Ended
December 31,
------------------
1996 1995
---- ----
(Thousands of Dollars)
<S> <C> <C>
Utility Operations
Current:
Federal $ 6,416 $ 9,002
State and local 1,082 1,513
Deferred:
Federal 1,561 (1,930)
State and local 334 (272)
--------------------
Subtotal $ 9,393 $ 8,313
--------------------
Miscellaneous Income and
Income Deductions
Current:
Federal $ 58 $ 190
State and local 3 22
Deferred:
Federal 13 (2)
State and local 2 -
--------------------
Subtotal $ 76 $ 210
--------------------
Total $ 9,469 $ 8,523
====================
</TABLE>
Page 7<PAGE>
<PAGE>
4. In the past, the Company operated various manufactured gas plants which
produced certain by-products and residuals. After performing, at the
request of the United States Environmental Protection Agency (EPA), an
investigation of one of the Company's former manufactured gas plant
sites located in Shrewsbury, Missouri (the Shrewsbury Site) and
reviewing the results of this investigation, the Company agreed to
perform a limited removal of some contaminants on small areas of the
site. As previously reported by the Company, the Company has been
discussing with the EPA and the Missouri Department of Natural Resources
(MoDNR) what additional actions are required for the site. At this
time, given the lack of final agreement as to what additional actions
should be taken, the ultimate costs to be incurred regarding the
Shrewsbury Site remain unclear. Assuming the Company performs the
limited removal actions agreed to with the EPA and those of the
additional actions proposed by the EPA and MoDNR to which the Company
has no objection, the Company estimates that the overall costs will be
approximately $740,000. Currently, $530,000 of such overall costs have
been paid, and an additional $210,000 has been reserved by the
Company. The Company has notified its insurers that it intends to seek
reimbursement from them of its investigation, remediation, clean-up and
defense costs. The Company intends to seek recovery, if practicable,
from any other potentially responsible parties.
In a separate matter, MoDNR has accepted the Company's application to
place the site of a different former manufactured gas plant located in
the City of St. Louis, Missouri (which site was also used by subsequent
owners as the site of a coke manufacturing facility) in the Missouri
environmental remediation program. MoDNR's preliminary tests at the
site reflect the presence of coke and gas plant manufacturing wastes, as
well as certain heavy metal wastes. The Company and MoDNR have agreed
upon the parameters of the Company's initial investigation. The Company
currently estimates that the cost of such investigation, MoDNR oversight
costs and associated legal and engineering consulting costs relative to
the site would together approximate $75,000. Currently, $34,000 has
been paid and an additional $41,000 has been reserved on the Company's
books. The City of St. Louis, the current owner of the site, has
recently received proposals from several different groups to develop
this site, and is in the process of evaluating such proposals. Various
portions of the development proposals deal with the issue of the
environmental condition of the site, and the impact of such condition on
possible development plans. Until a development proposal is selected,
the Company is unable to determine the impact, if any, that any proposed
development will have on actions to be taken regarding the site, and the
cost of any such actions. The Company has notified its insurers that
the Company intends to seek reimbursement from them for investigation,
remediation, clean-up and defense costs. The Company has also requested
that other former site owners and/or operators participate in the cost
of any site investigation, but none has yet agreed to do so. The
Company plans to seek proportionate reimbursement of all costs incurred
with respect to this site from such parties and/or any other potentially
responsible parties, to the extent practicable.
The Company is presently unable to evaluate or quantify further the
scope or cost of any environmental response activity with regard to the
above two former manufactured gas plant sites.
Page 8<PAGE>
<PAGE>
In the Company's most recent rate case, the MoPSC approved, effective
September 1, 1996, the continued use of a cost deferral mechanism,
originally approved as part of a 1994 rate case settlement, for the
Company's use in applying for appropriate rate recovery of various
environmental costs in connection with former manufactured gas plants.
This authorization will be null and void if the Company does not file to
further adjust its rates by September 1, 1998; and, in any event, the
recovery of costs thus deferred may be challenged in future rate
proceedings.
5. This Form 10-Q should be read in conjunction with the Notes to
Consolidated Financial Statements contained in the Company's 1996 Form
10-K.
Page 9<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Earnings for the quarter ended December 31, 1996 were $.92 per share
compared with $.90 per share for the same quarter last year. The increase
in earnings was primarily attributable to the benefit of the Company's
general rate increase (which was placed in effect on September 1, 1996),
higher gas sales arising from colder weather this quarter, and income
realized under the recently implemented Gas Supply Incentive Plan (which was
approved by the Missouri Public Service Commission effective October 1,
1996). These benefits were partially offset by higher operating expenses.
The weather for the quarter was 7% colder than last year and 10% colder than
normal.
Utility operating revenues for the quarter ended December 31, 1996 were
$193.9 million compared with $155.0 million for the quarter ended December
31, 1995. The $38.9 million, or 25.1%, increase was principally due to
increased wholesale gas costs (which are passed on to Laclede's customers
under the Company's Purchased Gas Adjustment Clause). Revenues also
increased due to incentive revenues realized this quarter (there were
none recorded in the quarter ended December 31, 1995), higher therms sold
and transported (arising from the colder weather), and the benefit of higher
general rate levels placed in effect September 1, 1996. Therms sold and
transported increased by 6.7 million therms, or 1.9%, above the quarter
ended December 31, 1995.
Utility operating expenses for the quarter ended December 31, 1996 increased
by $38.0 million, or 28.1%, above the same quarter last year. Natural and
propane gas expense this quarter increased $31.6 million, or 35.6%, above
last year mainly due to higher rates charged by our suppliers, gas costs
related to the new aforementioned Gas Supply Incentive Plan incurred this
year, and increased volumes purchased for sendout (resulting from the colder
weather). Other operation and maintenance expenses increased $3.0 million,
or 13.3%, principally due to increased pension expense (reflecting lower
gains applicable to lump-sum settlements this quarter), higher wage rates,
increased distribution charges, and a higher provision for uncollectible
accounts. Depreciation and amortization expense increased 6.5% primarily due
to additional property. Taxes, other than income taxes, increased 20.5%
mainly due to higher gross receipts taxes (reflecting increased revenues)
and higher real estate and personal property taxes this quarter. The $1.1
million increase in income taxes is principally due to higher taxable
income.
Miscellaneous income and income deductions decreased $.3 million primarily
due to lower non-utility gas marketing income recognized by the Company's
wholly-owned subsidiary, Laclede Energy Resources, Inc. The 4.0% increase
in interest expense is mainly due to higher interest on long-term debt
resulting from the issuance of $25 million of 6-1/2% First Mortgage Bonds in
November 1995.
Page 10<PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's short-term borrowing requirements typically peak during colder
months, principally because of required payments for natural gas made in
advance of the receipt of cash from the Company's customers for the sale of
that gas. Such short-term cash requirements have traditionally been met
through the sale of commercial paper supported by lines of credit with
banks. In January 1997, the Company renewed its primary lines of bank
credit under which it may borrow up to $40 million prior to January 31,
1998, with renewal of any loans outstanding on that date permitted to
June 30, 1998. This, along with a previously obtained $90 million
supplemental line of credit which runs through March 1, 1997, provides a
total line of credit of $130 million for the 1996-1997 heating season. The
Company anticipates that the supplemental line of credit will be reduced
after March 1, 1997, since seasonal cash needs typically decline at the end
of the heating season. During fiscal 1997 to date, the Company sold
commercial paper aggregating to a maximum of $104.0 million at any one time,
but did not borrow from the banks under the aforementioned agreements.
Short-term borrowings amounted to $100.5 million at January 31, 1997.
In the past, the Company operated various manufactured gas plants which
produced certain by-products and residuals. After performing, at the
request of the United States Environmental Protection Agency (EPA), an
investigation of one of the Company's former manufactured gas plant
sites located in Shrewsbury, Missouri (the Shrewsbury Site) and
reviewing the results of this investigation, the Company agreed to
perform a limited removal of some contaminants on small areas of the
site. As previously reported by the Company, the Company has been
discussing with the EPA and the Missouri Department of Natural Resources
(MoDNR) what additional actions are required for the site. See the "OTHER
PERTINENT MATTERS" Section of the Company's most recent Form 10-K. At this
time, given the lack of final agreement as to what additional actions
should be taken, the ultimate costs to be incurred regarding the
Shrewsbury Site remain unclear. Assuming the Company performs the
limited removal actions agreed to with the EPA and those of the
additional actions proposed by the EPA and MoDNR to which the Company
has no objection, the Company estimates that the overall costs will be
approximately $740,000. Currently, $530,000 of such overall costs have
been paid, and an additional $210,000 has been reserved by the
Company. The Company has notified its insurers that it intends to seek
reimbursement from them of its investigation, remediation, clean-up and
defense costs. The Company intends to seek recovery, if practicable,
from any other potentially responsible parties.
In a separate matter, MoDNR has accepted the Company's application to
place the site of a different former manufactured gas plant located in
the City of St. Louis, Missouri (which site was also used by subsequent
owners as the site of a coke manufacturing facility) in the Missouri
environmental remediation program. MoDNR's preliminary tests at the
site reflect the presence of coke and gas plant manufacturing wastes, as
well as certain heavy metal wastes. The Company and MoDNR have agreed
upon the parameters of the Company's initial investigation. The Company
currently estimates that the cost of such investigation, MoDNR oversight
costs and associated legal and engineering consulting costs relative to
the site would together approximate $75,000. Currently, $34,000 has been
paid and an additional $41,000 has been reserved on the Company's books.
Page 11<PAGE>
<PAGE>
The City of St. Louis, the current owner of the site, has recently
received proposals from several different groups to develop this site,
and is in the process of evaluating such proposals. Various portions of
the development proposals deal with the issue of the environmental
condition of the site, and the impact of such condition on possible
development plans. Until a development proposal is selected, the
Company is unable to determine the impact, if any, that any proposed
development will have on actions to be taken regarding the site, and the
cost of any such actions. The Company has notified its insurers that
the Company intends to seek reimbursement from them for investigation,
remediation, clean-up and defense costs. The Company has also requested
that other former site owners and/or operators participate in the cost
of any site investigation, but none has yet agreed to do so. The
Company plans to seek proportionate reimbursement of all costs incurred
with respect to this site from such parties and/or any other potentially
responsible parties, to the extent practicable.
The Company is presently unable to evaluate or quantify further the
scope or cost of any environmental response activity with regard to the
above two former manufactured gas plant sites.
In the Company's most recent rate case, the MoPSC approved, effective
September 1, 1996, the continued use of a cost deferral mechanism,
originally approved as part of a 1994 rate case settlement, for the
Company's use in applying for appropriate rate recovery of various
environmental costs in connection with former manufactured gas plants.
This authorization will be null and void if the Company does not file to
further adjust its rates by September 1, 1998; and, in any event, the
recovery of costs thus deferred may be challenged in future rate
proceedings.
Construction expenditures for the quarter were $9.8 million, the same as the
corresponding period last year.
Capitalization at December 31, 1996 increased $10.4 million since September
30, 1996 and consisted of 58.1% common stock equity, .4% preferred stock
equity and 41.5% long-term debt.
The seasonal effect of the Company's financial position affects the
comparison of certain balance sheet items at December 31, 1996 and at
September 30, 1996 such as Accounts Receivable - Net, Notes Payable,
Accounts Payable and Advance Customer Billings.
Page 12<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Part II
OTHER INFORMATION
Page 13<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
Item 1. Legal Proceedings
For a discussion of environmental matters, see Note 4 of the Notes
to Consolidated Financial Statements in Part I, Financial
Information. With regard to the proceedings before the MoPSC and
the Circuit Court of Cole County, Missouri upholding the legality
of the purchased gas adjustment clause of another Missouri gas
utility, an appeal has been filed, as was anticipated by the
Company and noted in its most recent Form 10-K in the Regulatory
Matters subsection of such Form 10-K's Item 1. Business. All of
these proceedings have now been consolidated in one appeal, in
which the Company is an intervening party.
During the quarter ended December 31, 1996, there were no new
legal proceedings required to be disclosed.
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter
ended December 31, 1996.
Page 14<PAGE>
<PAGE>
LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LACLEDE GAS COMPANY
Date: February 10, 1997 G. T. McNeive, Jr.
-------------------
G. T. McNeive, Jr.
Sr. Vice President - Finance
(Authorized Signatory and
Chief Financial Officer)
Page 15 <PAGE>
<PAGE>
Index to Exhibits
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
10.01 Amendment to the Employees' Retirement Plan
of Laclede Gas Company-Management Employees
adopted by the Board of Directors on
December 19, 1996. 17
10.02 Amendment dated December 23, 1996 of the
Supplemental Line of Credit Agreement dated
August 19, 1996 among the Company, the Chase
Manhattan Bank, The Boatmen's National Bank
of St. Louis and Mercantile Bank of St. Louis
National Association. 20
27 Financial Data Schedule UT 23
Page 16
Date: January 29, 1997
Robert C. Jaudes, as President of Laclede Gas Company, and Gerald T.
McNeive, Jr., as Senior Vice President - Finance of Laclede Gas Company,
pursuant to certain resolutions adopted by the Laclede Gas Company Board of
Directors on December 19, 1996, (the "Subject Resolutions"), which Subject
Resolutions, among other things, granted to the President and Senior Vice
President - Finance the authority to: (1) have prepared, and to approve,
the precise language of any amendments to the Employees' Retirement Plan of
Laclede Gas Company - Management Employees (the "Plan") necessary or
appropriate to effectuate the changes to such Plan generally described in
such Subject Resolutions; and (2) evidence such approval by signing formal
plan amendment documents reciting said precise amendment language; do hereby
amend the Plan, effective February 1, 1997, as set forth in the attached
Exhibit A, such amendment to be effectuated and evidenced by our signatures
on said Exhibit A.
Page 17<PAGE>
<PAGE>
Exhibit A
AMENDMENT TO THE EMPLOYEES' RETIREMENT PLAN
OF LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES
---------------------------------------------
Effective February 1, 1997, a new Article XVIII entitled "1997 SPECIAL
ADJUSTMENT FOR EMPLOYEES WHO RETIRED PRIOR TO OCTOBER 1, 1987, THEIR
DESIGNATED DEPENDENTS AND ELIGIBLE SPOUSES" is added to read as follows:
Section 18.1 - Coverage
- -----------------------
Retirees, who were Company Employees immediately prior to their retirement,
including, but not limited to, Employees who received Termination Pay prior
to receiving their benefits under Article VII, and such Retirees'
Designated Dependents and Eligible Spouses, shall be eligible for coverage
under this Article XVIII, provided:
A. Option 4 under Article IV was not elected by the retiree as the
form of retirement benefit; and
B. Monthly benefit payments from the Trust Fund began prior to
October 1, 1987.
Employees who: (1) terminated employment with the Company and are entitled
to benefits under Article VIII, including, without limitation, those
terminated Employees receiving payments from the Trust Fund prior to
October 1, 1987; or (2) elected Option 4 under Article IV; are excluded
from coverage under this Article XVIII.
Section 18.2 - Increased Retirement Allowance
- ---------------------------------------------
The monthly Retirement Allowance otherwise payable with respect to covered
retirees, as described in Section 18.1, will be increased, effective
February 1, 1997, as follows:
Date of Retirement, or,
with Respect to a Section 5.5
Eligible Spouse Benefit, Amount of Increase in
Date of Death Pension Benefits
- ------------------------------------- --------------------------
Prior to August 1, 1982 Greater of 8% or $50.00 per month
August 1, 1982 through September 30, 1987 Greater of 4% or $25.00 per month
On or after October 1, 1987 No increase
A Designated Dependent of an Employee who elected Option 2 under Article IV
shall receive an increase equal to one-half of the increase to which the
retired Employee would have been entitled if the retired Employee was still
living on February 1, 1997.
Page 18<PAGE>
Section 18.3 - Death Benefit
- ----------------------------
The Death Benefit described in Section 5.3 is unchanged by any provision in
this Article XVIII.
ROBERT C. JAUDES
----------------------------------
Title: Chairman, President and
Chief Executive Officer
GERALD T. MCNEIVE, JR.
------------------------------------------
Title: Senior Vice President - Finance
Page 19
December 23, 1996
The Chase Manhattan Bank
One Chase Manhattan Plaza - Third Floor
New York, New York 10081
Attention: Mr. Michiel V. M. van der Voort
The Boatmen's National Bank of St. Louis
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63166-0236
Attention: Mr. Thomas C. Guyton
Mercantile Bank of St. Louis National Association
#1 Mercantile Center, 12th Floor
P.O. Box 524
St. Louis, Missouri 63101
Attention: Mr. Timothy W. Hassler
Gentlemen:
Re: Amendment of the line of credit agreement dated
August 19, 1996 among Laclede Gas Company (the "Company"
or "Laclede"), The Chase Manhattan Bank ("Chase"), The
Boatmen's National Bank of St. Louis ("Boatmen's") and
Mercantile Bank of St. Louis National Association
("Mercantile") (each a "Bank" and collectively the
"Banks". Said line of credit agreement shall hereinafter
be called the "Line of Credit Agreement").
This amendatory agreement will confirm our agreement to amend
the above-referenced Line of Credit Agreement, effective during the
period from January 1, 1997 to March 1, 1997, on the same terms and
conditions set forth in the above-referenced Line of Credit Agreement;
subject only to the terms and modifications expressly set forth in
numbered Paragraphs 1 through 4 below, each of which Paragraphs shall
be effective on January 1, 1997.
Page 20<PAGE>
<PAGE>
The Chase Manhattan Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
December 23, 1996
1. NEW MAXIMUM AMOUNTS OF ADVANCES. The combined aggregate
principal amount of Advances at any time outstanding from any Bank under
the Line of Credit Agreement shall not, on or after January 1, 1997, exceed
the amount set forth opposite the name of such Bank below (such Bank's
"Maximum Amount"), and shall be in a combined aggregate principal amount at
any time outstanding which shall not exceed $90 million:
Name of Bank Maximum Amount
Chase $45,000,000
Boatmen's $22,500,000
Mercantile $22,500,000
2. NEW FORM OF NOTE. Each executed Note in the form of
Exhibit A to the Line of Credit Agreement as to which no sums are then due
and payable thereunder shall be returned to Laclede immediately for
cancellation, upon the holder Bank's receipt of an executed Note to that
Bank in the form attached as Exhibit A to this amendatory agreement.
3. ABSENCE OF MATERIAL ADVERSE CHANGE. The making of Advances
under the Line of Credit Agreement as amended by this letter agreement is
also subject to the absence of any material adverse change since
September 30, 1996, in the financial condition of Laclede.
4. RATIFICATION OF REMAINDER OF LINE OF CREDIT AGREEMENT.
Subject only to the amendments expressly set forth in numbered Paragraphs 1
through 3 above, the Line of Credit Agreement is hereby ratified, confirmed
and approved in all respects. Without limiting the generality of the
foregoing: (a) the interest rate on LIBO Rate Advances and the Facility
Fee shall remain as specified in Paragraphs 6 and 7 of the Line of Credit
Agreement; and (b) the Termination Date shall remain as specified in
Section 1g of the Line of Credit Agreement.
Page 21<PAGE>
<PAGE>
The Chase Manhattan Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
December 23, 1996
Please indicate your acceptance of the terms of this amendatory
agreement by signing in the appropriate space below and returning to
Laclede Gas Company the enclosed duplicate of the original of this letter.
This letter may be executed in counterparts, each of which shall be an
original, and all of which when taken together, shall constitute one
agreement which shall amend the Line of Credit Agreement as hereinbefore
provided.
Very truly yours,
LACLEDE GAS COMPANY
By:/s/ Ronald L. Krutzman
Name: Ronald L. Krutzman
Title: Treas. & Asst. Secy.
Accepted and Agreed to as of
the date first written above.
THE CHASE MANHATTAN BANK
By: /s/ Michiel V.M. van Der Voort
Name: Michiel V.M. van Der Voort
Title: Vice President
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By: /s/ Philip V. Hanel
Name: Philip V. Hanel
Title: Vice President
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By: /s/ Timothy W. Hassler
Name: Timothy W. Hassler
Title: Assistant Vice President
Page 22
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 455,582
<OTHER-PROPERTY-AND-INVEST> 25,074
<TOTAL-CURRENT-ASSETS> 216,147
<TOTAL-DEFERRED-CHARGES> 64,503
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 761,306
<COMMON> 19,423
<CAPITAL-SURPLUS-PAID-IN> 37,188
<RETAINED-EARNINGS> 194,607
<TOTAL-COMMON-STOCKHOLDERS-EQ> 251,218
1,960
0
<LONG-TERM-DEBT-NET> 179,363
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 92,000
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 236,765
<TOT-CAPITALIZATION-AND-LIAB> 761,306
<GROSS-OPERATING-REVENUE> 193,865
<INCOME-TAX-EXPENSE> 9,393
<OTHER-OPERATING-EXPENSES> 163,929
<TOTAL-OPERATING-EXPENSES> 173,322
<OPERATING-INCOME-LOSS> 20,543
<OTHER-INCOME-NET> 531
<INCOME-BEFORE-INTEREST-EXPEN> 21,074
<TOTAL-INTEREST-EXPENSE> 4,968
<NET-INCOME> 16,106
24
<EARNINGS-AVAILABLE-FOR-COMM> 16,082
<COMMON-STOCK-DIVIDENDS> 5,706
<TOTAL-INTEREST-ON-BONDS> 3,542
<CASH-FLOW-OPERATIONS> (12,929)
<EPS-PRIMARY> .92
<EPS-DILUTED> .92
<FN>
Capital-surplus-paid-in is net of $24,017 of treasury stock.
Page 23
</TABLE>
